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2011-02-01 15:30:00 CET 2011-02-01 15:30:42 CET REGULATED INFORMATION Biotie Therapies - Company AnnouncementA listing prospectus concerning listing of new shares in Biotie Therapies Corp. has been publishedBIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 1 February 2011, at 4.30 p.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA. A listing prospectus concerning listing of new shares in Biotie Therapies Corp. has been published Biotie Therapies Corp. ("Biotie" or "Company") publishes a listing prospectus approved by the Finnish Financial Supervisory Authority today ("Listing Prospectus"). Biotie publishes the Listing Prospectus solely for the purposes of admission of the new shares to be issued pursuant to the resolutions passed by the extraordinary general meeting of shareholders of Biotie held earlier today to public trading on NASDAQ OMX Helsinki Ltd. Biotie does not offer any securities on the basis of this Listing Prospectus. The Listing Prospectus will be available at the headquarters of Biotie at Tykistökatu 6, FI-20520 Turku, Finland as of 2 February 2011. The Listing Prospectus will also be available on the Company's homepage at www.biotie.com as of 1 February 2011. At this stage, the Listing Prospectus is available only in Finnish. An unofficial English translation of the Listing Prospectus, which will not be approved by the Finnish Financial Supervisory Authority, will be available at the Company's homepage when ready on or about 7 February 2011. The Listing Prospectus includes unpublished information described more thoroughly below. In addition, Biotie updates its future outlook in the Listing Prospectus as follows:"Biotie's Future Outlook Following the completion of the acquisition of Synosia Therapeutics Holding AG ("Synosia"), Biotie will focus on the development of the broadened joint product portfolio of Biotie and Synosia, including drug candidates for neurodegenerative and psychiatric disorders and inflammatory diseases. Biotie will continue to support its licensing partner Lundbeck in the development of nalmefene for the treatment of alcohol dependence. Final clinical data from the ongoing Phase III study is expected in the second quarter of 2011; a possible marketing authorization submission in the EU is anticipated in the second half of 2011. Following the completion of the acquisition of Synosia, the Company will also pursue the development of compounds SYN115, SYN118, SYN 120 and SYN117. SYN115 for the treatment of Parkinson's disease is globally licensed to UCB Pharma and a Phase IIb study is currently being initiated, which is intended to be completed in the first half of 2013. SYN118, also for the treatment of Parkinson's disease, is currently in a Phase II clinical study and data from this study is expected to become available mid 2011. UCB Pharma has an option to license this product after the clinical data is available for their review. SYN120, for the treatment of cognitive disorders associated with Alzheimer's disease and schizophrenia will shortly enter a Phase I PET ("positron emission tomography") imaging study, which is scheduled to be completed early in 2012. Roche has an option to license this compound back from Synosia to whom it originally had granted a license in 2009. SYN117 for the treatment of Post Traumatic Stress Disorder is currently being developed through an externally funded study by the US Department of Defence. It is assumed that no data from this study will become available before 2013. A decision on the possible initiation of clinical studies for SYN111 for the treatment of mood disorders and for treatment of bipolar disorder will be made after the completion of the acquisition of Synosia. Biotie will continue with the development of its proprietary VAP-1 antibody. While the rights to the product in Japan, Taiwan, Singapore, Australia and New Zealand have been granted to Seikagaku, Biotie retains ownership in the rest of the world and will be looking for additional collaboration opportunities. Biotie intends to continue active development of ronomilast for the treatment of COPD. Further clinical trials are in preparation and Biotie will be looking for potential collaboration opportunities for this product. Biotie will need to secure its working capital in order to execute its intended product development activities. Funds that will become available to the Company through the completion of the acquisition of Synosia are expected to secure sufficient working capital for the Company through Q1/2012. Biotie might also consider securing financing through the issue of shares, either by exercising its existing SEDA with YA Global or through directed share issues in the future." Pro forma information The Listing Prospectus includes unpublished unaudited pro forma information ("Pro forma information"), which has been prepared to demonstrate to the reader what could have been the results of operations and the balance sheet position had the acquisition of Synosia taken place at an earlier date. This Pro forma information has been attached hereto as attachment. Notably, the presented pro forma income statement highlights the increased amount of research and development expense, totaling EUR 11.8 million (EUR 4.4 million for Biotie stand-alone) for the nine months ending on 30 September 2010. This is due to the substantially larger amount of clinical trials being funded by the combined entity. Also, general and administrative expenses are higher than for Biotie stand-alone, standing at EUR 4.7 million (EUR 2.7 million for Biotie stand-alone) for the nine months ended 30 September 2010. Even if compensated by higher revenues from continued operations of EUR 2.6 million (EUR 1.5 million for Biotie stand-alone), net loss based on the Pro forma information for the first nine months ended 30 September 2010 stood at EUR 22.5 million, compared with EUR 13.0 million for Biotie stand-alone. The pro forma income statement for the full year 2009 can be found in the attachment displaying full set of Pro forma information. Based on the pro forma balance sheet as at 30 September 2010, liquid assets stood at EUR 32.6 million compared with EUR 8.9 million for Biotie on a stand- alone basis. Intangible assets stood at EUR 72.8 million on the basis of a preliminary purchase price allocation, compared with EUR 4.1 million for Biotie on a stand-alone basis. Total preliminary purchase consideration was EUR 99.6 million. As part of the transaction, EUR 15.7 million have preliminary been recorded as goodwill, whereas Biotie on a stand-alone basis had no goodwill as at 30 September 2010. The final purchase consideration will be calculated based on the quoted closing price of the Biotie share at the date when the control in Synosia transfers to Biotie approximately in 1 February 2011 after the resolutions of the EGM. Shareholders' equity as at 30 September 2010 stood at EUR 76.3 million, compared with EUR -21.9 million for Biotie on a stand-alone basis. The basis of the preparation of the presented Pro forma information is explained in detail in the attached document. In Turku, 1 February 2011 Biotie Therapies Corp. Timo Veromaa, President and CEO For further information, please contact: Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp. tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com www.biotie.com Distribution: NASDAQ OMX Helsinki Ltd Main Media Pro forma information.pdf [HUG#1484380] |
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